Kenvue’s Jonathan Halvorson disposes of 89,969 stock units

Merger terms converted unvested RSUs into equivalent Kimberly-Clark awards, with award share counts determined by a merger-agreement formula.

Available on EDGAR 11/04/2026 - 04:09 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:08 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Kenvue Inc.’s Chief Digital & Marketing Officer, Jonathan Halvorson, reported a disposition to the issuer of 89,969 restricted stock units on November 2, 2026; the reported post-transaction position was 0 restricted stock units.

Under the merger terms, each unvested RSU was assumed and converted into an equivalent Kimberly-Clark Corporation award, with the number of Kimberly-Clark shares determined by a formula in the merger agreement. Separately, each Kenvue common share was exchanged for 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash.

Insider Trade Summary

Disposition: 89,969 shares

Disposition 1 txn

Insider Halvorson Jonathan

Role Chief Digital & Marketing Off.

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units F2, F1, F3	89,969	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct)

Holdings Before and After: Restricted Stock Units, 89,969 to 0 contracts (Direct)

Footnotes (3)

1. F1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
2. F2. Each restricted stock unit ("RSU") corresponds 1 for 1 with the Company's Common Stock.
3. F3. Pursuant to the Merger Agreement, each unvested RSU was assumed and converted into an equivalent K-C award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time (including any additional Company RSUs credited as Company DERs with respect to such Issuer RSU Award immediately prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

Key Figures

Restricted stock units disposed to issuer: 89,969 restricted stock units Restricted stock units after transaction: 0 restricted stock units Stock Consideration: 0.14625 shares of Kimberly-Clark common stock per Kenvue common share +2 more

5 metrics

Restricted stock units disposed to issuer 89,969 restricted stock units November 2, 2026

Restricted stock units after transaction 0 restricted stock units Reported post-transaction position

Stock Consideration 0.14625 shares of Kimberly-Clark common stock per Kenvue common share Merger consideration

Cash Consideration $3.50 per Kenvue common share Merger consideration

RSU correspondence to common stock 1-for-1 Each restricted stock unit corresponds to one Kenvue common share

Key Terms

Restricted Stock Units, Stock Consideration, equity award exchange ratio

3 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") corresponds 1 for 1 with the Company's Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock Consideration financial

"0.14625 shares of K-C common stock ("K-C Common Stock")"

Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.

equity award exchange ratio technical

"the equity award exchange ratio determined under a formula in the Merger Agreement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many restricted stock units did KVUE officer Jonathan Halvorson dispose of?

Jonathan Halvorson reported a disposition to the issuer of 89,969 restricted stock units on November 2, 2026; the reported post-transaction position was 0 restricted stock units. The merger terms state that each unvested RSU was assumed and converted into an equivalent Kimberly-Clark award.

What did Kenvue shareholders receive in Kimberly-Clark's acquisition?

Each share of Kenvue common stock was exchanged for 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Halvorson Jonathan

(Last) (First) (Middle)

C/O KENVUE INC.

1 KENVUE WAY

(Street)

SUMMIT NEW JERSEY 07901

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kenvue Inc. [ KVUE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Digital & Marketing Off.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	11/02/2026		D(1)			89,969	11/02/2026	11/02/2026	Common Stock	89,969	(3)	0	D

Explanation of Responses:

1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").

2. Each restricted stock unit ("RSU") corresponds 1 for 1 with the Company's Common Stock.

3. Pursuant to the Merger Agreement, each unvested RSU was assumed and converted into an equivalent K-C award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time (including any additional Company RSUs credited as Company DERs with respect to such Issuer RSU Award immediately prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

	/s/ Pinto Adhola, as attorney in fact	11/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)